Page 16 - MIC 2014 - English

Cease Trade Orders, Bankruptcies, Penalties or compromise with creditors or had a receiver, receiver

Sanctions. No proposed director is, as at the date hereof, manager or trustee appointed to hold its assets, other than
or has been in the last ten years, a director, chief executive Mr. Ford, a current and proposed director of Suncor, who is

officer or chief financial officer of any company (including currently a director of USG Corporation, which was in
Suncor) that (a) was the subject of a cease trade order or bankruptcy protection until June 2006, and who was also a

similar order or an order that denied the company access director of United Airlines (until February 2006), which was
to any exemption under securities legislation, for a period in Chapter 11 bankruptcy protection until February 2006.

of more than 30 consecutive days, that was issued while No proposed director is, as at the date hereof, or has,
the proposed director was acting in that capacity, or
within the last ten years, become bankrupt, made a
(b) was subject to a cease trade order or similar order or an proposal under any legislation relating to bankruptcy or
order that denied the company access to any exemption
insolvency, or become subject to or instituted any
under securities legislation, that was in effect for a period proceedings, arrangement or compromise with creditors, or
of more than 30 consecutive days, that was issued after
the proposed director ceased to be a director, chief had a receiver, receiver manager or trustee appointed to
hold his or her assets.
executive officer or chief financial officer and which
resulted from an event that occurred while that person was No proposed director has been subject to: (a) any penalties

acting in that capacity.
or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has
No proposed director is, as at the date hereof, or has been
in the last ten years, a director or executive officer of any entered into a settlement agreement with a securities
regulatory authority, or (b) any other penalties or sanctions
company that, while that person was acting in that
capacity, or within a year of that person ceasing to act in imposed by a court or regulatory body that would likely be
considered important to a reasonable securityholder in
that capacity, became bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency or was deciding whether to vote for a proposed director.
subject to or instituted any proceedings, arrangement or

Appointment of Auditors

Management and the Board propose that PricewaterhouseCoopers LLP be appointed as Suncor’s auditors until the close
of the next annual general meeting. PricewaterhouseCoopers LLP have been Suncor’s auditors for more than five years.

Fees paid and payable to PricewaterhouseCoopers LLP for the years ended December 31, 2012 and 2013 are detailed

below.

($ thousands) 2012 2013

Audit Fees 5 904 6 108
.......................................................................................................................................................................................................................................................
Audit-Related Fees 429 519
.......................................................................................................................................................................................................................................................
Tax Fees 50 50
.......................................................................................................................................................................................................................................................
All Other Fees 125 60

Total
6 508 6 737

The nature of each category of fees is as follows:
Tax Fees. Tax Fees for corporate tax filings and tax
planning were paid in a foreign jurisdiction where Suncor
Audit Fees. Audit Fees were paid, or are payable, for
has limited activity.
professional services rendered by the auditors for the audit
of Suncor’s annual financial statements, or services All Other Fees. All Other Fees were subscriptions to

provided in connection with statutory and regulatory filings auditor provided and supported tools.
or engagements.
All services described beside the captions ‘‘Audit Fees’’,

‘‘Audit-Related Fees’’, ‘‘Tax Fees’’ and ‘‘All Other Fees’’ were
Audit-Related Fees. Audit-Related Fees were paid for approved by the Audit Committee in compliance with
professional services rendered by the auditors for the
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X under the
review of quarterly financial statements and for the U.S. Securities and Exchange Act of 1934, as amended
preparation of reports on specified procedures as they
(the ‘‘Exchange Act’’). None of the fees described above
relate to audits of joint arrangements and attest services were approved by the Audit Committee pursuant to
not required by statute or regulation.
paragraph (c)(7)(i)(C) of Regulation S-X under the
Exchange Act.

14 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014